SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended December 31, 1996 Commission File No. 0-17700
SIGMA-7 PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 84-1095500
(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)
2501 East 3rd Street
Casper, Wyoming 82609
(Address of Principal Executive Offices) (Zip Code)
(307) 235-0012
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing to such filing requirements for at least the past 90 days.
Yes No X
The number of shares outstanding of each of the Registrant's classes of
common equity, as of December 31, 1996 are as follows:
Class of Securities Shares Outstanding
Common Stock, no par value 756,042,241
INDEX
Page of
Report
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets:
As of December 31, 1996 (Unaudited) and September 30, 1996......... 3
Statement of Operations (Unaudited):
For the three months December 31, 1996
and Cumulative from inception (October 3, 1988) through
December 31, 1996.................................................. 4
Statements of Cash Flows (Unaudited):
For the three months December 31, 1996
and Cumulative from inception (Octobrt 3, 1988) through
December 31, 1996.................................................. 5
Notes to Financial Statements (Unaudited).......................... 6
Item 2. Management's Discussion and Analysis or Plan of Operation....... 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................ 8
Signatures......................................................... 8
SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
------
December 31, September 30,
1996 1996
------------ -------------
(Unaudited) (Note)
Current assets:
Cash $ 1,431 $ 1,431
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 536 $ 536
------------ -------------
Total current liabilities 536 536
------------ -------------
Stockholders' equity:
Preferred stock, no par value,
10,000,000 shares authorized;
none issued and outstanding
Common stock, no par value;
1,000,000,000 shares authorized;
758,287,497 shares issued and
outstanding at June 30, 1996
and September 30, 1996. 430,715 430,715
Contributed capital 12,750 12,750
Deficit accumulated during the
development stage (442,570) (442,570)
------------- -------------
Total stockholders' (deficit) 895 895
------------- -------------
$ 1,431 $ 1,431
============= =============
Note: Taken from the audited balance sheet at that date.
See accountants' disclaimer of opinion.
SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
October 3, 1988
Three months (Inception)
Ended To
Dec. 31, 1996 Dec. 31, 1996
------------- -------------
(Unaudited) (Unaudited)
Revenue $ - $ 20,966
------------- -------------
Operating expenses:
General and administration - 484,647
Interest expense -
Amrtization - 250
-------------- -------------
- 520,814
-------------- -------------
Other income - 51,160
-------------- -------------
Income (loss) before
extraordinary item: - (448,688)
Extraordinary items:
Gain on conversion of
debt to equity - 6,118
-------------- -------------
Net income (loss) $ - $ (442,570)
============== =============
Net loss per share $ * $ *
============== =============
Weighted average
number of common
shares outstanding 758,287,497 313,407,546
============== =============
* less than $.01 per share
See accountant' disclaimer of opinion.
SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
October 3, 1988
Three Months (Inception)
Ended To
Dec. 31, 1996 Dec. 31, 1996
------------- --------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income (loss) $ - $ (442,570)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Amortization - 250
Cash provided (used) due to changes in
assets and liabilities:
Issuance of common stock for services - 42,700
Other income - (51,160)
Accounts payable - 37,004
Accrued interest and expense - 12,281
------------- --------------
Net cash used by operating activities - (401,095)
------------- --------------
Cash flows from financing activities:
Net proceeds from issuance of common
stock:
For cash - 195,405
For conversion of debt - 211,132
Increase in notes payable - 1,213
Deferred offering costs - (17,324)
Contributed capital - 12,750
Increase in organization costs - (250)
------------- --------------
Net cash provided by financing
activities - 402,926
------------- --------------
Net increase in cash and cash
equivalent - 1,431
Cash and cash equivalents, beginning
of period 1,431 -
------------- --------------
Cash and cash equivalents, end
of period $ 1,431 $ 1,431
============= ==============
See accountants' disclaimer of opinion.
SIGMA-7 PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 CONDENSED FINANCIAL STATEMENTS
The financial statements included herein have been prepared by SIGMA-7
Products, Inc. (the "Company") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted as allowed by such rules and
regulations, and the company believes that the disclosures are
adequate to make the information presented not misleading. It is
suggested that these financial statements be read in conjunction with
the September 30, 1996 audited financial statements and the accompany-
ing notes thereto. While management believes the procedures followed
in preparing these financial statements are reasonable, the accuracy
of the amounts are in some respects dependent upon the facts that will
exist, and procedures that will be accomplished by the Company later
in the year.
The management of the Company believes that the accompanying unaudited
condensed financial statements contain all adjustments (including
normal recurring adjustment) necessary to present fairly the opera-
tions and cash flows for the periods presented.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Background. The Company was incorporated in the State of Colorado
under the name of Seek-2 Ventures, Inc. on October 3, 1988 as a blind
pool corporation for the purpose of obtaining capital to take advan-
tage of domestic and foreign business opportunities. On April 13,
1989, the Company completed its initial public offering of 11,460,000
shares of stock raising the approximate net sum of $93,467.
On April 19, 1989, the Company amended its Articles of Incorporation
changing the Company's name to Sigma-7 Products, Inc. Subsequently,
on January 25, 1992 the Company changed its name to Global Development
Group, Inc. and back again to Sigma-7 Products, Inc. on May 25, 1995.
During the period between April 19, 1989 and approximately March 1,
1991, the Company engaged in the manufacture of electronic
self-protection devices commonly referred to as "stun-guns". During
1991 the Company determined that pursuing the stun gun manufacturing
business would require substantially more funds than it could reason-
ably expect to raise in the near future, Further, various economic,
governmental and regulatory agencies brought focus on the industry in
such a manner that it did not appear to be in the Company's best
interest to pursue this endeavor. During late February and early
March 1991, the Company ceased to operate that business due to a lack
of working capital and extended debt.
Subsequent to January 1, 1991, the Company engaged in a financial
restructuring to eliminate as much debt as possible and to make the
Company attractive for acquisition and/or merger with qualified
individuals and companies with existing operations.
The Company's sole business at this point is to seek to acquire
assets of or an interest in a small to medium-size company or venture
actively engaged in a business generating revenues or having
immediate prospects of generating revenues. The Company plans to
acquire such assets or shares by exchanging therefor the Company's
securities. In order to avoid becoming subject to regulation under
the Investment Company Act of 1940, as amended, the Company does not
intend to enter into any transaction involving the purchase of another
corporation's stock unless the Company can acquire at least a majority
interest in that corporation. The Company has not identified any
industry, segment within an industry or type of business, nor geo-
graphic area, in which it will concentrate its efforts, and any assets
or interest acquired may be in any industry or location, anywhere in
the world. The Company will give preference to profitable companies or
ventures with a significant asset base sufficient to support a listing
on a national securities exchange or quotation on the NASDAQ system.
Members of management (all of whom are devoting part time to the
Company's affairs) plan to search for an operating business or venture
which the Company can acquire, thereby becoming an operating company.
There is no assurance that the Company will be successful in this
endeavor. The Company has no operations or source of revenues. Unless
the Company succeeds in acquiring a company or properties which
provide cash flow, the Company's ability to survive is in doubt.
Financial Condition. During the quarter ended December 31, 1996
(first quarter of the fiscal year), the Company had no revenues and
did not have operations. There were no expenses for this period and
the Company had no losses. The Company has, since inception, accum-
ulated a deficit (net loss) through the end of this quarter of
$442,570.
Liquidity and Capital Resources. The Company had $1,431 cash on
hand at the end of the quarter. The Company had no other cash or other
assets, nor any current plans to raise capital. Whether the Company
ultimately becomes a going concern depends upon its success in finding
and acquiring a suitable private business and the success of that
acquired business. At this time, the Company has no commitment for
any capital expenditure and foresees none. Offices are provided
without charge to the Company. However, the Company will incur routine
fees and expenses incident to filing of periodic reports with the
Securities and Exchange Commission, and it will incur fees and
expenses in the event it makes or attempts to make an acquisition. As
a practical matter, the Company expects no significant operating costs
other than professional fees payable to attorneys and accountants.
In regard to a proposed acquisition, the Company anticipates
requiring the target company to deposit with the Company a retainer
which the Company can use to defray such professional fees and costs.
In this way, the Company could avoid the need to raise funds for such
expenses or becoming indebted to such professionals. Moreover, inves-
tigation of business ventures for potential acquisition will involve
some costs, at the least postage and long-distance telephone charges.
Management hopes, once a candidate business venture is deemed to be
appealing, to likewise secure a deposit from the business venture to
defray expenses of further investigation, such as air travel and
lodging expenses. An otherwise desirable business venture may, however,
decline to post such a deposit.
The Company has no credit available to it and is unable to borrow
money. Management does not anticipate raising funds through the sale
of securities or otherwise, and it is unlikely that significant funds
could be raised in a securities offering, in any event. This inability
to raise funds could negatively affect the Company's realization of
its business purpose.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. Exhibit 27.
(b) Reports on Form 8-K. NONE.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the under-
signed, thereunto duly authorized.
DATED: May 4, 1997
SIGMA-7 PRODUCTS, INC.
/s/ Donald J. Smith
By.........................
Chief Executive Officer
and Chief Financial Officer
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-KSB FOR THE PERIOD ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-KSB.
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<CURRENT-ASSETS> 1,431
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<COMMON> 430,715
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